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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): JULY 13, 1998
FALCON CLASSIC CABLE INCOME PROPERTIES, L.P.
(Exact Name of Registrant As Specified In Its Charter)
CALIFORNIA 000-18266 95-4200409
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10900 WILSHIRE BLVD., 15th FLOOR, LOS ANGELES, CALIFORNIA 90024
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 824-9990
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ITEM 5. OTHER EVENTS.
As previously reported in a Form 8-K dated June 30, 1997, pursuant to
the Partnership Agreement, on June 27, 1997, Falcon Classic Cable Income
Properties, L.P. (the "Registrant") entered into an agreement (the "Asset
Purchase Agreement") to sell substantially all of the Registrant's assets to
affiliates of the General Partner for $82,000,000 in cash (the "Total
Transaction").
As previously reported in a Form 8-K dated October 2, 1997, on or about
September 2, 1997, Paul J. Isaac, a Unitholder of the Registrant, purporting to
act on behalf of himself and other similarly situated Unitholders, filed a
putative class action lawsuit (the "Lawsuit") in Los Angeles County Superior
Court (the "Court"), based on the pending sale, against the Registrant, its
General Partner and certain of its directors and officers (the "Defendants").
As previously reported in a Form 8-K dated January 12, 1998, subject to
Court approval, the parties reached an agreement (the "Settlement Agreement" or
"Stipulation of Settlement"), effective December 31, 1997, resolving and
settling the Lawsuit. A copy of the Settlement Agreement is attached as Exhibit
5.1 to the Form 8-K dated January 12, 1998.
As previously reported in a Form 8-K dated March 16, 1998, on March 3,
1998, the Court approved the Settlement Agreement and entered Judgment. A copy
of the Judgment is attached as Exhibit 5.1 to the Form 8-K dated March 16, 1998.
As previously reported in a Form 8-K dated March 16, 1998, on March 6
and 9, 1998, pursuant to the Settlement Agreement, the Judgment and the Asset
Purchase Agreement, the sale of the Registrant's cable assets closed, with the
exception of the cable system franchise operated in Somerset, Kentucky (the
"City of Somerset") because the regulatory approval for that franchise had not
yet been obtained. The cable assets sold represented 92.4% of the Total
Transaction. As a result of the closing, the Registrant promptly distributed the
net sales proceeds (i.e., the gross sales proceeds (including accrued interest)
less all applicable adjustments, allocations, bank debt, liabilities, settlement
costs and reductions pursuant to the Partnership Agreement and Settlement
Agreement). The Registrant distributed $58,151,900 or $809.02 per unit. In
addition, the Defendants transferred $1,172,335 to a Settlement Fund held by
Schubert & Reed LLP, the law firm representing the Settlement Class ("Class
Counsel"). This Settlement Fund, less certain Court approved fees and expenses,
is currently being held in escrow for future distribution to the Settlement
Class pursuant to the terms of the Stipulation of Settlement.
On July 13, 1998, the City of Somerset approved the sale of its cable
system franchise. As a result, on July 16, 1998, pursuant to the Settlement
Agreement, the Judgment and the Asset Purchase Agreement, the sale of the City
of Somerset's cable assets closed, resulting in the receipt by the Registrant of
$6,601,734 (the "Gross City of Somerset Sales Proceeds"). This amount
represented the purchase price, plus accrued interest on the net purchase price
attributable to the City of Somerset cable assets, minus an appropriate portion
of the settlement notice costs. Also as a result of this closing, the Defendants
separately transferred an additional $99,820 to the Settlement Fund held by
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Class Counsel. This amount represented settlement payment principal, plus
accrued interest on that principal, minus an appropriate portion of the
settlement notice costs. As indicated above, the Settlement Fund, less certain
Court approved fees and expenses, is currently being held in escrow for future
distribution to the Settlement Class pursuant to the terms of the Stipulation of
Settlement.
As a result of this closing and pursuant to the terms and conditions of
the Partnership Agreement, the Registrant currently intends to make a final
liquidating distribution of the net Somerset sales proceeds (i.e., the Gross
Somerset Sales Proceeds less all applicable adjustments, allocations,
liabilities, settlement costs and reductions pursuant to the Partnership
Agreement and the Settlement Agreement) in August 1998. The General Partner
currently anticipates a final distribution of approximately $6,478,222 or $90.13
per unit, although the actual amount may vary. In connection with the pending
dissolution and liquidation of the Registrant, it is expected that in the near
future a Form 15 will be filed with the Securities and Exchange Commission (the
"Commission"). Such filing will terminate the obligation of the Registrant to
file periodic and other reports with the Commission.
Finally, while the Registrant has no direct control over the timing or
actual distribution of the Settlement Fund, the Registrant is informed that
Class Counsel anticipates distributing the Settlement Fund to the Settlement
Class as soon as practicable. The Registrant is also informed that Class Counsel
anticipates a distribution of approximately $980,000. This amount may vary and
should represent settlement payment principal and accrued interest on that
principal, less an appropriate portion of the costs of settlement (including
distribution costs, court approved attorneys' fees and costs, and the
Representative Plaintiff's incentive award).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Falcon Classic Cable Income Properties, L.P.
By: Falcon Classic Cable Investors, L.P.
General Partner
By: Falcon Holding Group, L.P.
General Partner
By: Falcon Holding Group, Inc.
General Partner
By: /S/ MICHAEL K. MENEREY
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Michael K. Menerey
Executive Vice President, Chief
Financial Officer and Secretary
Date: July 27, 1998
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